Insurance Companies Act (S.C. 1991, c. 47)

Marginal note:Issue of letters patent

• 251 (1) Where an application has been made to the Minister in accordance with section 250, the Minister may issue letters patent of amalgamation continuing the applicants as one company or society.

• Marginal note:Letters patent

  (2) Where letters patent are issued pursuant to this section, section 28 applies with such modifications as the circumstances require in respect of the issue of the letters patent.

• Marginal note:Publication of notice

  (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).

Marginal note:Court enforcement

• 251.1 (1) If a company or society, or any director, officer, employee or agent of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director, officer, employee or agent, to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

• Marginal note:Appeal

  (2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

Marginal note:Effect of letters patent

• 252 (1) On the day provided for in the letters patent issued under section 251

  • (a) the amalgamation of the applicants and their continuance as one company or society becomes effective;

  • (b) the property of each applicant continues to be the property of the amalgamated company or society;

  • (c) the amalgamated company or society continues to be liable for the obligations of each applicant;

  • (d) any existing cause of action, claim or liability to prosecution is unaffected;

  • (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company or society;

  • (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company or society;

  • (g) if any director or officer of an applicant continues as a director or officer of the amalgamated company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated company; and

  • (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company or society.

• Marginal note:Minutes

  (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated company.

Marginal note:Transitional

• 253 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a company or society in respect of which letters patent were issued under subsection 251(1) permission to

  • (a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;

  • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

  • (c) [Repealed, 1994, c. 47, s. 121]

  • (d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;

  • (e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and

  • (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

• Marginal note:Duration of exceptions

  (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

  • (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

  • (b) with respect to any matter described in paragraph (1)(b), ten years; and

  • (c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years.

• Marginal note:Renewal

  (3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary.

• Marginal note:Limitation

  (4) The Minister shall not grant to a company or society any permission

  • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

  • (b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of issue of the letters patent.

Transfer of Business and Reinsurance

Marginal note:Restricted transactions

• 254 (1) Except in accordance with this section or an order made under subsection 678.5(1), a company or society shall not

  • (a) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies; or

  • (b) sell all or substantially all of its assets.

  • (c) [Repealed, 2007, c. 6, s. 207]

• Marginal note:Approval of the Minister

  (2) A company or society may, with the approval of the Minister,

  • (a) cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, by one or more of the following entities:

    • (i) a company or society,

    • (ii) a foreign company that, in Canada, reinsures those risks,

    • (iii) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate, or

    • (iv) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society; or

  • (b) sell all or substantially all of its assets.

• Marginal note:Approval of the Superintendent

  (2.01) A company or society may, with the approval of the Superintendent, cause itself to be reinsured, on an assumption basis, against less than substantially all of the risks undertaken under its policies, by one or more of the following entities:

  • (a) a company or society;

  • (b) a foreign company that, in Canada, reinsures those risks;

  • (c) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate; or

  • (d) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society.

• Marginal note:Prescribed transactions

  (2.1) The approval of the Minister or Superintendent is not required for a prescribed transaction or a transaction in a prescribed class of transactions.

• Marginal note:Procedure

  (3) The company or society must, at least 30 days before it applies for the Minister’s or Superintendent’s approval, publish a notice in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated stating the day on or after which it will apply.

• Marginal note:Information

  (4) Where a company or society publishes a notice referred to in subsection (3), the Superintendent may direct the company or society to provide its shareholders, policyholders and members with such information as the Superintendent may require.

• Marginal note:Report of independent actuary

  (4.1) An application for approval under paragraph (2)(a) must, if the Superintendent so requires, be accompanied by the report of an independent actuary on the proposed reinsurance agreement.

• Marginal note:Inspection

  (5) If a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister or Superintendent is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least 30 days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.

• Marginal note:Superintendent may shorten periods

  (6) If the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister or the Superintendent is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (3) and (5).

Marginal note:Taking of effect of approval

255 A transaction referred to in subsection 254(2) or (2.01) has no effect until it has been approved by the Minister or the Superintendent, as the case may be.

256 [Repealed, 2007, c. 6, s. 208]

Marginal note:Shareholder and policyholder approval

• 257 (1) A company or society proposing to transfer all or substantially all of its policies, to cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, or to sell all or substantially all of its assets shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares.

• Marginal note:Notice to Superintendent

  (1.1) A company or society proposing to transfer all or substantially all of its policies must give notice of the proposal to the Superintendent.

• Marginal note:Information

  (1.2) After receiving the notice, the Superintendent may direct the company or society to provide its shareholders, policyholders and members with any information that the Superintendent may require.

• Marginal note:Right to vote

  (2) Each share of the company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.

• Marginal note:Class vote

  (3) The holders of shares of a class or series of shares of the company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.

• Marginal note:Policyholder vote

  (4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of the proposal.

• Marginal note:Special resolution

  (5) For the purpose of subsection (1), and subject to subsections (3) and (4), the proposal is not approved by the shareholders and the policyholders who are entitled to vote or the members unless they approve it by special resolution.

• Marginal note:Abandoning transfer or reinsurance

  (6) Where a special resolution under subsection (5) approving a proposed transaction so states, the directors of a company or society may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders, policyholders or members.

• Marginal note:Application to Minister

  (7) Except in the case of a transaction to transfer all or substantially all of a company’s or society’s policies, the company or society shall, within three months after the approval of the transaction in accordance with subsection (5), apply to the Minister for approval of the transaction, unless the transaction is abandoned in accordance with subsection (6).

• Marginal note:When section does not apply

  (8) This section does not apply if the transfer or reinsurance is made under an order made under subsection 678.5(1).

Marginal note:Regulations

258 The Governor in Council may, for the purposes of section 254 or 257, make regulations respecting the circumstances in which companies or societies are deemed to be causing themselves to be reinsured, on an assumption basis, against risks undertaken under their policies.

259 [Repealed, 1997, c. 15, s. 227]

DIVISION IVHead Office and Corporate Records

Marginal note:Head office

• 260 (1) A company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

• Marginal note:Change of head office

  (2) The directors of a company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

• Marginal note:Notice of change of address

  (3) A company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

Marginal note:Company records

• 261 (1) A company shall prepare and maintain records containing

  • (a) its incorporating instrument and the by-laws of the company and all amendments thereto;

  • (b) minutes of meetings and resolutions of shareholders or policyholders;

  • (c) the information referred to in paragraphs 668(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 668;

  • (d) particulars of any authorizations, conditions and limitations established by the Superintendent under subsection 58(1) or (2) or 59(1) that are from time to time applicable to the company; and

  • (e) particulars of exceptions granted under section 38 or 253 that are from time to time applicable to the company.

• Marginal note:Additional records

  (2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate

  • (a) corporate accounting records;

  • (b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and

  • (c) records showing, for each customer of, or claimant under a policy issued by, the company, the amount owing to the company and the nature of the liabilities of the company to the customer or claimant.

• Marginal note:Former-Act and continued companies

  (3) For the purposes of paragraph (1)(b) and subsection (2),

  • (a) in the case of a body corporate continued as a company under this Act, records includes similar records required by law to be maintained by the body corporate before it was so continued;

  • (b) in the case of a body corporate amalgamated and continued as a company under this Act, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and

  • (c) in the case of a former-Act company, records includes similar records required by law to be maintained by the company before the coming into force of this section.